☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated ~~filer", "accelerated filer", "non-accelerated filer",~~filer,” “accelerated filer,” “smaller reporting company,” and ~~"smaller reporting company"~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate the number of shares outstanding of each of the ~~registrant's~~registrant’s classes of common stock as of the latest practicable date.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~

The accompanying notes are an integral part of these unaudited condensed financial statements.

Powerdyne, Inc., was incorporated on February 2, 2010 in Nevada, and is registered to do business in Rhode Island and Massachusetts. On February 7, 2011, Powerdyne, Inc. merged with Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, a publicly held Delaware corporation.

On December 13, 2010, Powerdyne International, Inc., formerly Greenmark Acquisition Corporation, filed an Amended and Restated Articles of Incorporation in order to, among other things, increase the authorized capital stock to 300,000,000 common shares, par value $0.0001 per share. Unless the context specifies otherwise, as discussed in Note 2, references to the “Company” refers to Powerdyne International, Inc. and Powerdyne, Inc. after the merger.

At the closing of the merger, each share of Powerdyne, Inc.’s common stock issued and outstanding immediately prior to the closing of the Merger was exchanged for the right to receive 7,520 shares of common stock of Powerdyne International, Inc. Accordingly, an aggregate of 188,000,000 shares of common stock of Powerdyne International, Inc. were issued to the holders of Powerdyne, Inc.’s common stock.

In 2014, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock to 550,000,000 common shares, par value $0.0001 per share.

On January 26, 2015, Powerdyne International, Inc. filed an amendment to its Articles of Incorporation which increased the authorized capital stock to 2,020,000,000 shares consisting of 2,000,000,000 common shares, par value $0.0001 per share and 20,000,000 shares which may be designated as common or preferred stock, par value $0.0001 per share.

In March 2014 the Company began production and distribution of completely packaged independent electrical generator units that run on environmentally-friendly fuel sources, such as natural gas and propane.

On February 7, 2011, Greenmark Acquisition Corporation, which was a publicly held Delaware corporation, merged with Powerdyne, Inc. Upon closing of the transaction, Greenmark Acquisition Corporation, the surviving corporation in the merger, changed its name to Powerdyne International, Inc.

The merger was accounted for as a reverse-merger, and recapitalization in accordance with generally accepted accounting principles in the United States (“GAAP”). Powerdyne, Inc. was the acquirer for financial reporting purposes and the Company was the acquired company. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the merger are those of Powerdyne, Inc. and have been recorded at the historical cost basis of Powerdyne, Inc., and the financial statements after completion of the merger include the assets and liabilities of the Company and Powerdyne, Inc., historical operations of Powerdyne, Inc. and operations of the Company from the closing date of the merger. Common stock and the corresponding capital amounts of the Company pre-merger were retroactively restated as capital stock shares reflecting the exchange ratio in the merger. In conjunction with the merger, the Company received no cash and assumed no liabilities from Greenmark Acquisition Corporation.

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all the notes required by generally accepted accounting principles for complete financial statements. Accordingly, certain information and footnote disclosures, normally included in the financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations. The statements presented as of ~~September~~June 30, ~~2016~~2017 and ~~for the three and nine months ended September~~June 30, 2016 ~~and 2015~~ are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation of the financial statements have been included.

Certain information and footnote disclosure normally included in financial statements in accordance with generally accepted accounting principles have been omitted pursuant to the rules of the United States Securities and Exchange Commission (“SEC”). These unaudited financial statements should be read in conjunction with our audited financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2015~~2016 filed on April ~~14, 2016.~~13, 2017.

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are the representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets and raising capital. The Company has not generated significant revenues from its principal operations, and there is no assurance of future revenues. As of ~~September~~June 30, ~~2016,~~2017, the Company had an accumulated deficit of ~~$3,335,105.~~$3,427,562. The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its members or other sources, as may be required.

The Company’s activities will necessitate significant uses of working capital beyond ~~September~~June 30, ~~2016.~~2017. Additionally, the Company’s capital requirements will depend on many factors, including the success of the Company’s ~~continued research and development efforts~~sales and the status of competitive products. The Company plans to continue financing its operations with cash received from financing ~~activities.~~activities and revenue from operations.

While the Company strongly believes that its capital resources will be sufficient in the near term, there is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital or, if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above condition raises substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In preparing these ~~audited~~unaudited financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

The Company follows guidance for accounting for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements on a recurring basis. Additionally, the Company adopted guidance for fair value measurement related to nonfinancial items that are recognized and disclosed at fair value in the financial statements on a nonrecurring basis. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

The Company monitors the market conditions and evaluates the fair value hierarchy levels at least quarterly. For any transfers in and out of the levels of the fair value hierarchy, the Company elects to disclose the fair value measurement at the beginning of the reporting period during which the transfer occurred.

The ~~Company's~~Company’s financial instruments consisted of cash, accounts payable and accrued liabilities, advances to stockholders, and notes ~~payable and convertible debt.~~payable. The estimated fair value of cash, accounts payable and accrued liabilities, advances to stockholders, and notes payable approximates its carrying amount due to the short maturity of these instruments. ~~The recognition of the derivative values of convertible debt are based on the weighted-average Black-Scholes option pricing model.~~

~~The Company recognizes its revenue in accordance with ASC Topic 605, “~~~~Revenue Recognition~~”, upon the delivery of its products when: (1) delivery has occurred or services rendered; (2) persuasive evidence of an arrangement exists; (3) there are no continuing obligations to the customer; and (4) the collection of related accounts receivable is probable.

The Company considers all highly-liquid investments with maturities of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, respectively.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit. The Company has not incurred any loss from this risk.

Property and equipment is stated at cost. Capital expenditures for improvements and upgrades to existing equipment are also capitalized. Maintenance and repairs are expensed as incurred. The equipment is depreciated over 10 years on a straight-line basis. ~~Depreciation expense for the nine months ended September 30, 2016 and 2015 was $9,942 and $7,604, respectively.~~

In April 2008, the FASB issued a pronouncement that provides guidance on determining what types of instruments or embedded features in an instrument held by a reporting entity can be considered indexed to its own stock for the purpose of evaluating the first criteria of the scope exception in the pronouncement on accounting for derivatives.

This pronouncement was effective for financial statements issued for fiscal years beginning after December 15, 2008. The adoption of these requirements can affect the accounting for many convertible instruments with provisions that protect holders from a decline in the stock price. Each reporting period, the Company evaluates whether convertible debt to acquire stock of the Company contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price under the respective convertible debt agreements. The Company determined that the conversion features in the convertible notes issued during the second, third, and fourth quarters of 2014, contained such provisions and recorded such instruments as derivative liabilities.

In accordance with ASC 350-30 (formerly SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets), the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. The Company’s management currently believes there is no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets.

As a result of the implementation of certain provisions of ASC 740,Income Taxes, (formerly FIN 48,Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109),(“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax positions, as defined. ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes.

In 2010, the Company adopted Accounting for Uncertain Income Taxes under the provisions of ASC 740. ASC 740 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. It also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company did not recognize any additional liability for unrecognized tax benefits as a result of the adoption of ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. In addition, wethe Company did not record a cumulative effect adjustment related to the adoption of ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes.

The Company’s tax provision is determined using an estimate of its annual effective tax rate using enacted tax rates expected to apply to taxable income in the years in which they are earned, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, ~~we make~~the Company makes a cumulative adjustment. Income taxes payable as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 were ~~$500~~$1,000 and ~~$500,~~$1,000, respectively.

Basic loss per common share excludes dilutive securities and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the Company has only incurred losses, basic and diluted loss per share is the same. As of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, there were no outstanding dilutive securities.

The following table represents the computation of basic and diluted losses per ~~share:~~share (unaudited):

Net loss per share is based upon the weighted average shares of common stock outstanding.

~~There are no recently~~In January 2017, the Financial Accounting Standards Board (“FASB”) issued ~~accounting pronouncements~~Accounting Standards Update (“ASU”) 2017-01, Business Combinations (Topic 805) to clarify the definition of a business, which is fundamental in the determination of whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses combinations. The updated guidance requires that in order to be considered a business the integrated set of assets and activities acquired must include, at a minimum, an input and process that contribute to the ability to create output. If substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset or group of similar assets, it is not considered a business, and therefore would not be considered a business combination. The update is effective for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact of adopting this guidance on our consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09,Compensation-Stock Compensation (Topic 718):Improvements to Employee Share-Based Payment Accounting (ASU 2016-09). Under ASU 2016-09, the tax effects of stock compensation will be recognized as income tax expense or benefit to the Company’s income statement and the tax effects of exercised or vested awards will be treated as discrete items in the reporting period in which they occur. Along with other income tax cash flows, excess tax benefits will be classified as operating activities, and cash paid by the Company ~~has yet~~when directly withholding shares for tax withholding purposes will be classified as financing activities. At this time, this does not apply to ~~adopt that are expected~~the Company and therefore does not have an impact on its current financial statements. The Company decided to account for forfeitures when they occur, which did not have a material ~~effect on its~~impact to the Company’s financial ~~position results of operations, or cash flows.~~statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), requiring lessees to recognize for all leases (with the exception of short-term leases) at the commencement date: (1) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and (2) a right-of-use (“ROU”) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. The update is effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company currently anticipates that upon adoption of the new standard, ROU assets and lease liabilities will be recognized in amounts that will be immaterial to the consolidated balance sheets.

In May 2014, the FASB issued an accounting standard update that amends the accounting guidance on revenue recognition. The amendment in this accounting standard update are intended to provide a more robust framework for addressing revenue issues, improve comparability of revenue standard update will be applied using either of the following transition methods: 1) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or 2) a modified retrospective approach with the cumulative effect of initially adopting the standard recognized at the date of adoption (which requires additional footnote disclosures). This accounting update is effective for reporting periods beginning after December 15, 2017. Early adoption is permitted only as of reporting periods beginning after December 31, 2016.

Equipment consists of the following as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015:~~2016:

Equipment is stated at cost and depreciated on a straight-line basis over the assets’ estimated useful lives: machinery and equipment 10 years. Total depreciation expense for the ~~periods~~six months ended ~~September~~June 30, 2017 and 2016 was $1,998 and ~~2015 was $9,942 and $7,604,~~$6,628, respectively.

On March 11, 2015 ~~the Company~~Powerdyne International, Inc. (the “Company”) finalized its negotiations with Farmacia Brisas del Mar, a corporation organized under the laws of Puerto Rico (the “Lessee”), and the Company and the Lessee have entered into a five-year contract to lease power generating equipment to Lessee based upon power consumption. In addition, the custom designed system will also provide cogeneration capabilities with the addition of chillers to support the air conditioning demands. The agreement provides for a payment to the Company of a monthly fee equal to the greater of a set monthly base rate or a monthly base rate plus an additional amount based on kilowatt wattage. The agreement provides for termination by the Company only in the event of nonperformance by the Lessee unless Lessee pays all payments due for the remainder of the term. The agreement contains representation and warranties, default provisions and indemnification provisions typical for agreements of this type. In 2016 the terms on the Farmacia Del Mar lease was modified to a monthly payment, based on actual power consumption. The total revenue-to date derived from this lease is $1,240.

On March 28, 2017, Powerdyne International Inc. entered into a fifteen year contract with a third party to lease power generating equipment. The lease is subject to financing, and is currently under negations with lenders.

~~On January 19, 2016 the Company issued 3,000,000 shares to a consultant as compensation for services rendered. The Company valued the stock at $0.0003, for a total of $900.~~

~~On January 19, 2016 the Company issued 500,000 shares to a consultant as compensation for services rendered. The Company valued the stock at $0.0003, for a total of $150.~~

~~On January 25, 2016 the Company issued 30,000,000 shares to stockholder as compensation for services rendered. The Company valued the stock at $0.0002, for a total of 6,000.~~

~~On January 25, 2016 the Company issued 75,000,000 shares to stockholder as compensation for services rendered. The Company valued the stock at $0.0002, for a total of $15,000.~~

~~On January 25, 2016 the Company issued 40,000,000 shares to a consultant as compensation for services rendered. The Company valued the stock at $0.0002, for a total of $8,000.~~

The Company obtained ~~short-term~~ financing from five different related parties from 2012 through ~~September~~June 30, ~~2016.~~2017. As of ~~September~~June 30, ~~2016, 82.61%~~2017, 84.54% of the short-term financing is from ~~one related party.~~Arthur Read, the Company’s Executive Vice-President, General Counsel and Director. The accrued interest payable to ~~such related party~~Mr. Read is ~~$39,109.~~$59,229. The following are breakdowns for the promissory notes issued to ~~these~~all five ~~different~~ related parties.

The Company obtained ~~short-term cash flow~~financing from a related party in the form of three demand ~~notes~~Notes Payable in the aggregate ~~principal~~ amount of $10,000 which ~~have~~has been outstanding since the year ended December 31, 2012. ~~Two~~All three notes ~~were~~have been amended, ~~and extended during 2014, and one note was amended and extended during the quarter ended September 30, 2015, changing~~extending the maturity ~~date to one year later than what was~~dates. See maturity dates on ~~original notes. Note 1 was amended and extended during the quarter ended September 30, 2016, changing the maturity date to two years later than what was on original note.~~table below. The ~~notes~~Notes bear an interest rate of 7% per annum and are unsecured.

The Company obtained ~~short-term cash flow~~financing from a related party in the form of ~~nine~~twenty-two demand ~~notes~~Notes Payable in the aggregate ~~principal~~ amount of ~~$70,953~~$381,101 during the period from 2012 through ~~December 31, 2014. During the quarters ended September 30, 2015,~~ June 30, ~~2015 and March 31, 2015 the Company borrowed $53,000, $115,000 and $60,000, respectively, in the form of eight demand notes.~~2017. The Company repaid a total of $2,353 of the principal ~~amount of $453~~on Note 7 during the ~~year~~years ended December 31, 2014 and ~~$1,199 during~~December 31, 2015. Note 23 in the ~~quarter ended March 31, 2015, and $700 during~~amount of $6,308 was repaid in full in April 2017, however does have an accrued interest balance. Several of the ~~quarter ended June 30, 2015. Notes 1 through 6 were~~notes have been amended and extended during the period from 2014 ~~changing the~~through June 30, 2017. See maturity ~~date to one year later than what was~~dues on ~~original notes.~~table below. Notes 1 and 6 were amended again during the quarter ended September 30, 2015, changing the maturity date to one year later than what was on original notes. Note 7 was amended during the quarter ended June 30, 2016, changing the maturity date to one year later than what was on original note. Notes 1 and 6 were amended during the quarter ended September 30, 2016, changing the maturity dates to two years later than what was on original notes. The notes- 21 bear an interest rate of 7% per annum and are unsecured. Notes 22 and 23 bear interest rates of 20% which began accruing on March 23, 2017 and March 24, 2017, respectively.

Note	Principal		Rate			Accrued interest				Maturity
						6/30/17		12/31/16
Promissory note 1	$	5,000		7	%	$	1,695	$	1,522		7/25/2018
Promissory note 2	$	11,000		7	%	$	3,610	$	3,228		10/22/2017
Promissory note 3	$	15,000		7	%	$	4,827	$	4,306		11/24/2017
Promissory note 4	$	102		7	%	$	33	$	30		10/22/2017
Promissory note 5	$	879		7	%	$	283	$	252		11/24/2017
Promissory note 6	$	973		7	%	$	330	$	296		7/25/2018
Promissory note 7	$	22,147		7	%	$	5,074	$	4,305		5/4/2018
Promissory note 8	$	7,000		7	%	$	1,253	$	1,010		12/11/2018
Promissory note 9	$	6,000		7	%	$	1,061	$	853		12/22/2018
Promissory note 10	$	25,000		7	%	$	4,339	$	3,471		1/8/2018
Promissory note 11	$	35,000		7	%	$	5,887	$	4,672		2/5/2018
Promissory note 12	$	40,000		7	%	$	6,252	$	4,864		4/8/2018
Promissory note 13	$	30,000		7	%	$	4,534	$	3,492		5/5/2018
Promissory note 14	$	45,000		7	%	$	6,369	$	4,807		6/24/2018
Promissory note 15	$	25,000		7	%	$	3,375	$	2,508		7/28/2017
Promissory note 16	$	15,000		7	%	$	1,959	$	1,438		8/20/2017
Promissory note 17	$	13,000		7	%	$	1,618	$	1,167		9/21/2017
Promissory note 18	$	5,000		7	%	$	613	$	439		10/13/2017
Promissory note 19	$	10,000		7	%	$	1,170	$	823		10/30/2017
Promissory note 20	$	3,000		7	%	$	324	$	220		12/15/2017
Promissory note 21	$	17,000		7	%	$	1,839	$	1,249		12/15/2017
Promissory note 22	$	50,000		20	%	$	2,712	$	-		12/31/2017
Promissory note 23	$	-		20	%	$	73	$	-		12/31/2017
Total	$	381,101				$	59,229	$	44,952

The Company obtained financing from a related party in the form of six demand Notes Payable in the aggregate amount of $9,409 during the period from 2012 through December 31, 2016. Notes 1 - 4 were amended and extended. See maturity dates on table below. The Notes bear an interest rate of 7% per annum and are unsecured.

~~POWERDYNE~~POWERDYNE INTERNATIONAL, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

The Company obtained short-term cash flow from a related party in the form of four demand notes in the aggregate principal amount of $6,504 during the period from 2012 through March 31, 2013, one demand note in the principal amount of $1,780 during the quarter ended March 31, 2016, and one demand note in the amount of $1,125 during the quarter ended June 30, 2016. Notes 1 and 2 were amended and extended during 2014, changing the maturity date to one year later than what was on original notes. Notes 3 and 4 were amended and extended during the quarter ended March 31, 2015, changing the maturity date to one year later than what was on original notes, and then amended and extended during the quarter ended March 31, 2016 changing the maturity date to two years later than what was on amended notes. The notes bear an interest rate of 7% per annum and are unsecured.7. RELATED PARTY – Promissory Note (Continued)

Note	Principal		Rate			Accrued interest				Maturity	Principal		Rate			Accrued interest				Maturity
						9/30/16		12/31/15								6/30/17		12/31/16
Promissory note 1	$	234		7	%	$	62	$	50	12/5/2017	$	234		7	%	$	75	$	67		12/5/2017
Promissory note 2	$	170		7	%	$	46	$	37	11/18/2017	$	170		7	%	$	55	$	49		11/18/2017
Promissory note 3	$	4,100		7	%	$	1,048	$	833	2/5/2018	$	4,100		7	%	$	1,263	$	1,120		2/5/2018
Promissory note 4	$	2,000		7	%	$	511	$	405	2/7/2018	$	2,000		7	%	$	615	$	546		2/7/2018
Promissory note 5	$	1,780		7	%	$	63	$	-	3/29/2018	$	1,780		7	%	$	157	$	95		3/29/2018
Promissory note 6	$	1,125		7	%	$	20	$	-	6/30/2018	$	1,125		7	%	$	79	$	40		6/30/2018
Total	$	9,409				$	1,750	$	1,325		$	9,409				$	2,243	$	1,917

The Company obtained ~~short-term cash flow~~financing from a related party in the form of two demand ~~notes~~Notes Payable in the aggregate ~~principal~~ amount of $18,000 during the year of 2013. Both notes were amended and extended during the quarter ended March 31, ~~2015, changing the~~2016. See maturity ~~date to one year later than what was~~dates on ~~original notes, and amended and extended during the quarter ended March 31, 2016 changing the maturity date to two years later than what was on amended notes.~~table below. The ~~notes~~Notes bear an interest rate of 7% per annum and are unsecured.

Note Principal Rate Accrued interest Maturity
9/30/16 12/31/15
Promissory note 1 $ 10,000 7 % $ 2,526 $ 2,000 2/21/2018
Promissory note 2 $ 8,000 7 % $ 1,982 $ 1,562 3/18/2018
Total $ 18,000 $ 4,508 $ 3,562

Note	Principal		Rate			Accured interest				Maturity
						6/30/17		12/31/16
Promissory note 1	$	10,000		7	%	$	3,049	$	2,702		2/21/2018
Promissory note 2	$	8,000		7	%	$	2,401	$	2,123		3/18/2018
Total	$	18,000				$	5,450	$	4,826

The Company obtained ~~short-term cash flow~~financing from a related party in the form of ~~one~~six demand ~~note in the principal amount of $6,000 during the year of 2014, three demand notes~~Note Payables in the aggregate ~~principal~~ amount of ~~$9,700~~$32,300 during the ~~quarter ended March~~period from 2014 through December 31, ~~2016, one demand note in the principal amount of $11,500 during the quarter ended June 30, 2016, and one demand note in the principal amount of $5,100 during the quarter ended September 30,~~ 2016. The ~~notes~~Notes bears an interest rate of 7% per annum and isare unsecured.

Note	Principal		Rate			Accrued interest				Maturity	Principal		Rate			Accured interest				Maturity
						9/30/16		12/31/15								6/30/17		12/31/16
Promissory note 1	$	6,000		7	%	$	906	$	590	8/6/2018	$	6,000		7	%	$	1,220	$	1,011		8/6/2018
Promissory note 2	$	2,500		7	%	$	130	$	-	1/4/2018	$	2,500		7	%	$	261	$	174		1/4/2018
Promissory note 3	$	4,200		7	%	$	168	$	-	2/5/2018	$	4,200		7	%	$	387	$	242		2/5/2018
Promissory note 4	$	3,000		7	%	$	112	$	-	3/20/2018	$	3,000		7	%	$	269	$	165		3/20/2018
Promissory note 5	$	11,500		7	%	$	203	$	-	6/30/2018	$	11,500		7	%	$	805	$	406		6/30/2018
Promissory note 6	$	5,100		7	%	$	53	$	-	8/8/2018	$	5,100		7	%	$	283	$	106		8/8/2018
Total	$	32,300				$	1,571	$	590		$	32,300				$	3,225	$	2,104

During the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 the total amount of related party loan proceeds was ~~$29,205.~~$56,308, of which in April 2017 $6,308 was used to repay an outstanding balance under a note. The total interest accrued on related party loans at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 was ~~$49,742~~$73,475 and ~~$29,467,~~$56,777, respectively.

Before the Company became public, $11,321 was advanced to one stockholder. In the 1^st quarter of 2016 this advance was deemed uncollectible and therefore written off to bad debt expense. From time to time, ~~the Company advances amounts to stockholders, as well as receives~~we receive payments from stockholders in the form of cash and/or out-of-pocket expenditures for the benefit of the Company, which are business in nature. The balance of advances to stockholder as of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 was $-0- and ~~$11,321,~~$-0-, respectively. Amounts accrued, but not yet paid as due to related party at ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015~~2016 was $25,000 and $25,000, respectively.

~~10.~~8. COMMITMENTS AND CONTINGENCIES

Litigation

There are no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

ITEM 2. ~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF ~~OPERATIONS.~~OPERATIONS

The following discussion and analysis is intended as a review of significant factors affecting our financial condition and results of operations for the periods indicated. The discussion should be read in conjunction with our consolidated financial statements and the notes presented herein and the financial statements and the other information set forth in our Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on April 14, 2016. In addition to historical information, the following Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these forward-looking statements as a result of certain factors discussed herein and any other periodic reports filed and to be filed with the Securities and Exchange Commission.

We ~~have~~are an operational company which has experienced losses since our inception. Our independent auditors have issued a report raising a substantial doubt about our ability to continue as a going concern. We have only entered into one agreement for the leasing of our equipment to ~~date and have derived minimal revenue from such agreement.~~date. Our sources of cash to date have been capital invested by shareholders and venture capital investors/lenders. Our ~~only~~cumulative revenue, $1,240, has come from our one outstanding equipment lease ~~agreement.~~agreement, of which $488 was received during the year ended December 31, 2016 and the remaining $752 was received during the year ended December 31, 2015.

The basis of our overall business is founded on our ability to produce electrical power using state-of-the-art technology to power electrical generation equipment to produce electricity at a lower cost than the existing means of producing or providing primary electric power in its target markets. We expect that the difference between our cost to produce electrical power and the current billing rate of existing local utility providers will present savings for our customers and revenue opportunity for us.

Our business is to install and maintain, own and operate electrical power generation equipment (“gensets”) at client locations. We will own and maintain the equipment to be installed with the customer who will use it to produce its own electrical power. Our products are intended to be portable, easy-to-use units that can be conveniently deployed in various locations around the world. The units can also be assembled and combined to produce power centers providing up to 50100 megawatts of power.

~~Plan~~The following discussion contains forward-looking statements, as discussed above. Please see the sections entitled “Forward-Looking Condensed Statements” and “Risk Factors” for a discussion of the uncertainties, risks and assumptions associated with these forward-looking statements.

Operations

The ~~Company's~~Company’s strategy is to pursue selected opportunities in markets where inexpensive and environmentally friendly power sources are needed and/or required.

Results of Operations - The ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2015:~~2016:

Revenues

~~Powerdyne International, Inc.~~We did not generate revenues during the six months ended June 30, 2017 but did generate ~~minimal revenues of $488~~$264 during the ~~nine~~six months ended ~~September~~June 30, ~~2016, and did generate revenues of $470 during the nine months ended September 30, 2015.~~2016.

~~Total~~ Operating ~~Expenses~~expenses

During the ~~three~~six months ended ~~September~~June 30, ~~2016,~~2017 total operating expenses decreased ~~89.98%~~66.45% to ~~$21,127~~$37,416 from ~~$210,265~~$111,507 for the six months ended June 30, 2016. During the three months ended June 30, 2017, total operating expenses decreased 42.93% to $18,174 from $31,843 for the three months ended ~~September~~June 30, ~~2015. During the nine months ended September 30, 2016, total operating expenses decreased 58.41% to $145,876 from $350,773 for the nine months ended September 30, 2015.~~2016. The decrease from the ~~nine~~six months ended ~~September~~June 30, ~~2015~~2016 to the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2017 is related ~~primarily~~mainly due to decreases of ~~$17,484~~$39,050 in consulting expense, $7,335 in legal and accounting, $11,321 in bad debt expense,$4,630 in depreciation expense, and $6,000 in non-employee stock compensation. We also experienced decreases in salaries and wages, ~~$14,367 in~~outside labor, outside sales consultant, ~~$3,722~~payroll processing fees, telephone expense, cellphone expense, and postage expense. This decrease was offset by increases of $1,962 in stock registration fees, and minor increases in payroll tax expense, ~~$4,506 in freight and delivery, $5,560 in~~bank service charges, filing fees, ~~$4,220 in stock registration fees, $2,500 in venture capital finders’ fees, $20,428 in legal~~insurance expense, equipment rental, and ~~accounting, $3,950 in permit fees, $4,400 in PR~~machine shop and promotion, $12,875 in materials and supplies, and $3,360 in travel expenses, $122,500 in non-employee stock compensation, $43,877 in derivative expense, and $138,260 in amortization of debt discounts, offset by increases of $1,760 in consulting fees, $7,388 in interest expense, $11,321 in bad debt expense, $2,338 in depreciation expense, and $50,345 in change in FV of derivatives.outside service expense.

Net loss

~~During~~The net loss for the ~~nine~~six months ended ~~September~~June 30, 2017 and 2016, ~~the~~was $53,559 and $124,484, respectively. The net loss ~~decreased 69.87% to ($145,876) from ($482,984)~~ for the ~~nine~~six months ~~ended September~~June 30, ~~2015. The decrease~~2017 included other income of $555 which was additional monies received, after sale of assets in ~~net loss was~~November 2016, for reimbursement for Powerdyne’s time and expense incurred as a result of ~~a decrease in other expenses which included amortization of debt expense, and derivative expense from~~ the ~~notes issued to investors and change in fair value of derivatives related to the note issuances.~~asset sale.

Liquidity and Capital Resources

As of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, we had working capital deficits of ~~($420,472)~~$577,728 and ($452,739), respectively and an accumulated deficit of $3,335,105. Our continuation as a going concern is dependent on our ability to generate sufficient cash flows from operations to meet our obligations and/or obtaining additional financing as may be required. To date, we have generated minimal revenue from operations. We have experienced losses since our inception. Our independent auditors have issued a report raising a substantial doubt about our ability to continue as a going concern. Our sources of cash to date have primarily been capital invested by shareholders and venture capital investors/lenders. Our only revenue, $488, has come from our one equipment lease agreement.$477,962, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2017 we had a ~~$1,789 decrease~~$272 increase in ~~net cash.~~cash compared to the year end. The cash used inby operations of ~~($30,994)~~$49,728 was primarily due to net loss from operations of ~~$145,388~~$53,559 plus non-cash ~~expenses~~adjustments to net operating cash flows of ~~$9,942~~$1,998 of depreciation ~~$11,321 of bad debt expense, $30,050 of common stock issued for services~~ and ~~stock compensation, $224 increase in accounts receivable, and a $63,305~~$1,833 increase in accrued expenses. The total net cash provided by financing activities of ~~$29,205~~$50,000 was due to of proceeds of notes payable to related ~~parties.~~parties and repayment of one of those loans.

We currently owe ~~$400,810 (exclusive~~principal in the amount of ~~interest)~~$450,810 under notes due to related parties payable with dues dates and principal amounts as follows:

Maturity Date	Principal
Jul-17	$	25,000
Aug-17	$	15,000
Sep-17	$	13,000
Oct-17	$	28,102
Nov-17	$	16,049
Dec-17	$	72,234
Jan-18	$	27,500
Feb-18	$	55,300
Mar-18	$	12,780
Apr-18	$	40,000
May-18	$	52,147
Jun-18	$	57,625
Jul-18	$	5,973
Aug-18	$	11,100
Sep-18	$	6,000
Dec-18	$	13,000
Total	$	450,810

To date, we have generated revenue of ~~which $13,000~~$1,240, and there is due December 2016, $25,000 is due January 2017, $35,000 is due February 2017, $40,000 is due April 2017, $52,147 is due May 2017, $45,000 is due June 2017, $25,000 is due July 2017, $15,000 is due August 2017, $13,000 is due September 2017, $28,102 is due October 2017, $16,049 is due November 2017, $22,234 is due December 2017, $2,500 is due January 2018, $20,300 is due February 2018, $12,780 is due March 2018, $12,625 is due June 2018, $5,973 is due July 2018, $11,100 is due August 2018, and $6,000 is due September 2018. Unless the note holders of currently due notes, convert their notes to stock, we will need to raise additional funds to repay our notes that are currently due. There can be no assurancedoubt that we will have the requisite funding to repay these loans when due.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is deemed by our management to be material to investors.

Critical Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions included in ~~Powerdyne International, Inc.’s~~our financial statements relate to estimate of loss contingencies and accrued other liabilities.

Fair Value of Financial Instruments

ASC 820-10 (formerly SFAS No. 157,Fair Value Measurements) requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. ASC 820-10 defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of ~~September~~June 30, ~~2016~~2017 and December 31, ~~2015,~~2016, the carrying value of certain financial instruments such as accounts receivable, accounts payable, notes payable-related parties, accrued expenses, and amounts due to/from related party approximates fair value due to the short-term nature of such instruments.

Impairment of Long-Lived Assets

In accordance with ASC 350-30 (formerly SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets), ~~the Company evaluates~~we evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that their then carrying values may not be recoverable. When such factors and circumstances exist, ~~the Company compares~~we compare the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made. ~~The Company’s~~Our management currently believes there is no impairment of its long-lived assets. There can be no assurance however, that market conditions will not change or demand for ~~the Company’s~~our products under development will continue. Either of these could result in future impairment of long-lived assets.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief ~~Executive~~ Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~September~~June 30, ~~2016.~~2017. The term ~~"disclosure~~“disclosure controls and procedures,"” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC's~~SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the ~~company's~~company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of ~~September~~June 30, ~~2016,~~2017, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level due to the insufficient controls over timely financial statement preparation and review as well as over the preparation and review around accounting for certain complex transactions.

The design of monitoring controls used to assess the design and operating effectiveness of our internal controls is inadequate. We also do not have an adequate internal process to report deficiencies in internal control to management on a timely basis.

Changes in Internal Control over Financial Reporting

We continue to make progress towards remediating the material weaknesses in our internal control over financial reporting. The actions taken include, amongst others, (i) installing a new accounting system which allows us to implement appropriate procedures and processes necessary for adequate controls (ii) implementing month end and period end closing procedures and review processes for key aspects of our financial reporting process, (iii) designing, documenting and implementing policies and procedures; and (iv) instituting formal procedures for accounting for options.

No other changes in our internal control over financial reporting occurred during the quarter ended ~~September~~June 30, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, the ~~Company's~~Company’s internal control over financial reporting.

P~~ART~~PART II

ITEM 1. LEGAL ~~PROCEEDINGS.~~PROCEEDINGS

There are no pending, threatened or actual legal proceedings in which the Company or any subsidiary is a party.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF ~~PROCEEDS.~~PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR ~~SECURITIES.~~SECURITIES

Not applicable.

ITEM 4. MINE SAFETY ~~DISCLOSURES.~~DISCLOSURES

Not ~~applicable.~~applicable

ITEM 5. ~~OTHER INFORMATION.~~

~~None.~~

~~ITEM 6. EXHIBITS.~~EXHIBITS

(a)

Exhibits

31.1	Certification of the Chief ~~Executive~~ Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1	Certification of the Chief ~~Executive~~ Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1417

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	POWERDYNE INTERNATIONAL, INC.

Dated: ~~November 21, 2016~~August 17, 2017	By:	/s/ James F. O’Rourke
		Chief Executive Officer (Principal Executive Officer)

Dated: ~~November 21, 2016~~August 17, 2017	By:	/s/ Linda H. Madison
		Chief Financial Officer
		(Principal Accounting Officer)

Delaware		20-5572576
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Class		Outstanding at ~~September~~June 30, ~~2016~~2017

Common Stock, par value $0.0001	~~Shares~~	1,527,930,584 shares

Condensed Balance Sheets	2

Condensed Statements of Operations	3

Condensed Statements of Cash Flows	4

Notes to Condensed Financial Statements	5

		~~Page~~

	~~PART I. FINANCIAL INFORMATION~~

~~Item 1.~~	~~Financial Statements~~	1
	~~Condensed Consolidated Balance Sheets as of September 30, 2016 (Unaudited) and December 31, 2015~~	1
	~~Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 & 2015 (Unaudited)~~	2
	~~Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2016 & 2015 (Unaudited)~~
	~~Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 & 2015 (Unaudited)~~	3
	~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~	4
~~Item 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	11
~~Item 3.~~	~~Quantitative and Qualitative Disclosures About Market Risk~~	13
~~Item 4.~~	~~Controls and Procedures~~	13

	~~PART II. OTHER INFORMATION~~

~~Item 1.~~	~~Legal Proceedings~~	14
~~Item 1A.~~	~~Risk Factors~~
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	14
~~Item 3.~~	~~Defaults Upon Senior Securities~~	14
~~Item 4.~~	~~Mine Safety Disclosures~~	14
~~Item 5.~~	~~Other Information~~	14
~~Item 6.~~	~~Exhibits~~	14
~~Signatures~~		15

	September 30, 2016			December 31, 2015
	(unaudited)

ASSETS

Current Assets:
Cash	$	133		$	1,922
Accounts receivable		224			-
Advances to stockholder		-			11,321
Total current assets		357			13,243

Property and Equipment
Property and equipment, net		69,089			79,031

Total Assets	$	69,446		$	92,274

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	132,182		$	68,877
Due to related parties		25,000			25,000
Notes payable-related parties		263,147			371,605
Income tax payable		500			500
Total Current Liabilities		420,829			465,982

Long Term Liabilities
Notes payable-related parties		137,663			-
Total Long Term Liabilities		137,663			-

Total Liabilities		558,492			465,982

Stockholders' Deficit:
Common stock; $0.0001 par value; 2,000,000,000 shares authorized, 1,527,930,584 shares issued and outstanding as of September 30, 2016 and 1,379,430,584 shares issued and outstanding as of December 31, 2015		152,793			137,943
Additional paid-in capital		2,693,266			2,678,066
Accumulated deficit		(3,335,105	)		(3,189,717	)
Total Stockholders' Deficit		(489,045	)		(373,708	)

Total Liabilities and Stockholders' Deficit	$	69,446		$	92,274

Large Accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒

	For the three			For the three			For the nine			For the nine
	months ended			months ended			months ended			months ended
	September 30, 2016			September 30, 2015			September 30, 2016			September 30, 2015

Revenues	$	224		$	470		$	488		$	470
Cost of revenues		-			-			-			-
Gross profit		224			470			488			470
Operating expenses		21,127			201,735			145,876			350,773

Loss from operations		(20,903	)		(201,265	)		(145,388	)		(350,303	)

Other (Income) Expense
Derivative expense		-			-			-			43,877
Change in fair value of derivative		-			(2,518	)		-			(50,345	)
Amortization of debt discount		-			5,000			-			138,260
Total Other (Income) Expense		-			2,482			-			131,792

Income (loss) before income tax expense		(20,903	)		(203,747	)		(145,388	)		(482,095	)

Income tax (income) expense		-			875			-			419

Net income (loss)	$	(20,903	)	$	(204,622	)	$	(145,388	)	$	(482,514	)

Basic and diluted loss per common share		(0	)		(0	)		(0	)		(0	)
Basic and diluted weighted average common shares outstanding		1,513,928,759			1,287,787,652			1,527,930,584			822,683,837

	June 30, 2017			December 31, 2016
	(unaudited)

ASSETS

Current Assets:
Cash	$	344		$	72
Total current assets		344			72

Property and Equipment
Property and equipment, net		32,298			34,296

Total Assets	$	32,642		$	34,368

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	137,335		$	135,502
Due to related parties		25,000			25,000
Notes payable-related parties		414,737			316,532
Income tax payable		1,000			1,000
Total Current Liabilities		578,072			478,034

Long Term Liabilities
Notes payable-related parties		36,073			84,278
Total Long Term Liabilities		36,073			84,278

Total Liabilities		614,145			562,312

Stockholders’ Deficit:
Common stock; $0.0001 par value; 2,000,000,000 shares authorized, 1,527,930,584 shares issued and outstanding as of June 30, 2017 and 1,527,930,584 shares issued and outstanding as of December 31, 2016		152,793			152,793
Additional paid-in capital		2,693,266			2,693,266
Accumulated deficit		(3,427,562	)		(3,374,003	)
Total Stockholders’ Deficit		(581,503	)		(527,944	)

Total Liabilities and Stockholders’ Deficit	$	32,642		$	34,368

	For the three			For the three			For the six			For the six
	months ended			months ended			months ended			months ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016

Revenues	$	-		$	-		$	-		$	264
Cost of revenues		-			-			-			-
Gross profit		-			-			-			264
Operating expenses		18,174			31,843			37,416			111,507

Loss from operations		(18,174	)		(31,843	)		(37,416	)		(111,243	)

Other (Income) Expense
Other Income		-			-			(555	)		-
Other Expense-Interest		9,780			6,686			16,698			13,241
Total Other (Income) Expense		9,780			6,686			16,143			13,241

Loss before income tax expense		(27,954	)		(38,529	)		(53,559	)		(124,484	)

Income tax expense		-			-			-			-

Net loss	$	(27,954	)	$	(38,529	)	$	(53,559	)	$	(124,484	)

Basic and diluted loss per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and diluted weighted average common shares outstanding		1,527,930,584			20,263,736			1,527,930,584			1,507,666,848

	Nine months ended September 30, 2016			Nine months ended September 30, 2015			Three months ended September 30, 2016			Three months ended September 30, 2015
(Income) Loss available for common shareholder	$	(145,388	)	$	(482,514	)	$	(20,904	)	$	(204,622	)
Basic and fully diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding - basic and diluted		1,527,930,584			822,683,837			1,513,928,759			1,287,787,652

	Six months ended June 30, 2017			Six months ended June 30, 2016			Three months ended June 30, 2017			Three months ended June 30, 2016
Loss available for common shareholder	$	(53,559	)	$	(124,484	)	$	(27,954	)	$	(38,529	)
Basic and fully diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding - basic and diluted		1,527,930,584			1,507,666,848			1,527,930,584			20,263,736

							June 30,			December 31,
	September 30,			December 31,			2017			2016
	2016			2015			(unaudited)
Machinery and equipment	$	171,043		$	171,043		$	39,956		$	39,956
Less impairment of equipment		(38,484	)		(38,484	)
		132,559			132,559
Less accumulated depreciation		(63,470	)		(53,528	)		(7,658	)		(5,660	)

Total Property and Equipment	$	69,089		$	79,031		$	32,298		$	34,296